Zeo Energy Corp.

The Registrant is unable to file its Form 10-K for the year ended December 31, 2025 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. 2

The Registrant is unable to file its Form 10-K for the year ended December 31, 2024 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. 2

Zeo Energy Corp. (the “Company”) is unable to file its Form 10-Q for the quarterly period ended September 30, 2024 within the prescribed time period without unreasonable effort or expense due to the circumstances described below. As reported in the Company’s Item 4.02 Current Report on Form 8-K (the “Non-Reliance 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2024, the Audit Committee of the Company, after consultation with the Company’s management, who consulted with the Company’s independent registered public accounting firm, Grant Thornton LLP, concluded that (i) the Company’s audited financial statements, Management’s Discussion and Analysis of Financial Condition and Results of Operation and unaudited pro forma combined financial information for the fiscal years ended December 31, 2023 and 2022 included in the Company’s Form 8-K, as filed with SEC on March 20, 2024, as amended on March 25, 2024 and August 19, 2024 (the “Form 8-K”), (ii) the Company’s unaudited interim financial statements for three months ended March 31, 2024 included in the Quarterly Report on Form 10-Q/A, as filed with the SEC on August 19, 2024 (the “Q1 10-Q”), (iii) the Company’s unaudited interim financial statements for three and six months ended June 30, 2024 included in the Quarterly Report on Form 10-Q, as filed with the SEC on August 19, 2024 (the “Q2 10-Q”, and together with the Q1 10-Q, the “10-Qs”), and (iv) the financial statements noted in items (i) through (iii) above included in the Company’s Registration Statement on Form S-1, as amended, which was declared effective by the SEC on October 1, 2024, should no longer be relied upon due to certain misstatements described in the Non-Reliance 8-K. The Company intends to correct such misstatements in amendments to (i) the Form 8-K (the “Amended Form 8-K”), (ii) the 10-Qs (the “Amended Form 10-Qs”), and (iii) the Form S-1/A

Zeo Energy Corp. (the “Company”) is unable to file its Form 10-Q for the quarterly period ended June 30, 2024 within the prescribed time period without unreasonable effort or expense due to the circumstances described below. As reported in the Company’s Item 4.02 Current Report on Form 8-K (the “Non-Reliance 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2024, the Audit Committee of the Company, after consultation with the Company’s management, who consulted with the Company’s independent registered public accounting firm, Grant Thornton LLP, concluded that (i) the Company’s previously issued financial statements for the fiscal year ended December 31, 2023 included in the Company’s Form 8-K as filed with SEC on March 20, 2024 and as amended on March 25, 2024 (the “Form 8-K”); (ii) the Company’s unaudited interim financial statements for three months ended March 31, 2024 included in the Quarterly Report on Form 10-Q as filed with the SEC on May 16, 2024; and (iii) the financial statements noted in items (i) and (ii) above included in the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on May 31, 2024, should no longer be relied upon due to certain misstatements described in the Non-Reliance 8-K. The Company intends to correct such misstatements in an amendment to (i) the Form 8-K (the “Amended Form 8-K”), (ii) the Form 10-Q (the “Amended Form 10-Q”), and (iii) the Form S-1. The Company expects to file with the SEC the Amended Form 8-K and the Amended Form 10-Q on or prior to Monday, August 19, 2024

The Registrant is unable to file its Form 10-Q for the quarterly period ended March 31, 2024 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended

The Registrant is unable to file its Form 10-K for the year ended December 31, 2021 within the prescribed time period without unreasonable effort or expense because the Registrant’s independent registered public accounting firm is in the process of completing the audit of the financial statements for the period ended December 31, 2021 and will need additional time to complete its audit of such financial statements. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Exchange Act Rule 12b-25